10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM         TO         

Commission File Number 001-40652

Indaptus Therapeutics, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	86-3158720
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3 Columbus Circle 15th Floor New York	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +(347) 480 9760

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	INDP	Nasdaq Capital Market

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares of Registrant’s ordinary shares outstanding as of November 11, 2021: 8,193,579.

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	F-1
	Condensed Consolidated Statements of Operations	F-2
	Condensed Consolidated Statements of Stockholders’ Equity	F-3
	Condensed Consolidated Statements of Cash Flows	F-5
	Notes to Condensed Consolidated Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	9
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	10

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Balance Sheets

	September 30, 2021			December 31, 2020
Assets
Current assets
Cash and cash equivalents	$	41,857,222		$	1,637,499
Assets held for sale		600,000			-
Prepaid expenses and other current assets		1,397,669			94,500
Total current assets		43,854,891			1,731,999
Non-current assets
Property and equipment, net		4,335			1,349
Other assets		-			44,445
Total non-current assets		4,335			45,794
Total assets	$	43,859,226		$	1,777,793
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and other current liabilities	$	5,780,184		$	598,365
SAFE agreements		-			1,417,129
Total current liabilities		5,780,184			2,015,494
Commitments and contingent liabilities (Note 7)
Stockholders’ equity (deficit)
Preferred stock; Series Seed; $0.01 par value; 5,000,000 and 972,335 shares authorized as of September 30, 2021 and December 31, 2020, respectively, 0 and 835,928 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		-			8,359
Common stock; $0.01 par value, 200,000,000 and 3,185,224 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 8,133,243 and 1,944,672 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		81,332			19,447
Additional paid in capital		50,452,275			7,693,994
Accumulated deficit		(12,454,565	)		(7,959,501	)
Total stockholders’ equity (deficit)		38,079,042			(237,701	)
Total liabilities and stockholders’ equity (deficit)	$	43,859,226		$	1,777,793

See accompanying notes to the consolidated financial statements

F-1

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Operations

	Three months ended						Nine months ended
	September 30,						September 30,
	2021			2020			2021			2020
Operating expenses
Research and development	$	697,674		$	1,349,835		$	1,578,512		$	2,302,883
General and administrative		2,670,317			196,578			2,932,100			527,830
Total operating expenses		3,367,991			1,546,413			4,510,612			2,830,713
Loss from operations		(3,367,991	)		(1,546,413	)		(4,510,612	)		(2,830,713	)
Other income, net		827			3,680			15,548			16,781
Net loss	$	(3,367,164	)	$	(1,542,733	)	$	(4,495,064	)	$	(2,813,932	)
Net loss available to common stockholders per share of common stock, basic and diluted	$	(0.81	)	$	(0.79	)	$	(1.67	)	$	(1.45	)
Weighted average number of shares used in calculating net loss per share, basic and diluted		4,180,744			1,944,672			2,692,770			1,944,672

See accompanying notes to the consolidated financial statements

F-2

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

	Series Seed Preferred				Common stock				Additional paid in		Accumulated
	Shares		Amount		Shares		Amount		capital		deficit			Total
Balance, January 1, 2020		835,928	$	8,359		1,944,672	$	19,447	$	7,557,991	$	(4,375,350	)	$	3,210,447
Stock-based compensation		-		-		-		-		38,883		-			38,883
Net loss		-		-		-		-		-		(558,581	)		(558,581	)
Balance, March 31, 2020		835,928		8,359		1,944,672		19,447		7,596,874		(4,933,931	)		2,690,749
Stock-based compensation		-		-		-		-		38,781		-			38,781
Net loss		-		-		-		-		-		(712,618	)		(712,618	)
Balance, June 30, 2020		835,928		8,359		1,944,672		19,447		7,635,655		(5,646,549	)		2,016,912
Stock-based compensation		-		-		-		-		39,208		-			39,208
Net loss		-		-		-		-		-		(1,542,733	)		(1,542,733	)
Balance, September 30, 2020		835,928	$	8,359		1,944,672	$	19,447	$	7,674,863	$	(7,189,282	)	$	513,387

See accompanying notes to the consolidated financial statements

F-3

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

	Series Seed Preferred						Common stock				Additional paid in		Accumulated
	Shares			Amount			Shares		Amount		capital		deficit			Total
Balance, January 1, 2021		835,928		$	8,359			1,944,672	$	19,447	$	7,693,994	$	(7,959,501	)	$	(237,701	)
Stock-based compensation		-			-			-		-		20,445		-			20,445
Net loss		-			-			-		-		-		(612,421	)		(612,421	)
Balance, March 31, 2021		835,928			8,359			1,944,672		19,447		7,714,439		(8,571,922	)		(829,677	)
Stock-based compensation		-			-			-		-		20,673		-			20,673
Net loss		-			-			-		-		-		(515,479	)		(515,479	)
Balance, June 30, 2021		835,928			8,359			1,944,672		19,447		7,735,112		(9,087,401	)		(1,324,483	)
Conversion of preferred stock		(835,928	)		(8,359	)		835,928		8,359		-		-			-
Conversion of SAFE agreements		-			-			766,627		7,666		6,409,463		-			6,417,129
Issuance of common stock upon merger, net of Decoy’s transaction costs in the amount of $665,627		-			-			1,858,743		18,587		8,246,233		-			8,264,820
Issuance of pre-funded warrants and warrants, net of issuance costs in the amount of $2,706,598		-			-			-		-		27,266,129		-			27,266,129
Exercise of pre-funded warrants								2,727,273		27,273		-		-			27,273
Stock-based compensation		-			-			-		-		795,338		-			795,338
Net loss		-			-			-		-		-		(3,367,164	)		(3,367,164	)
Balance, September 30, 2021		-		$	-			8,133,243	$	81,332	$	50,452,275	$	(12,454,565	)	$	38,079,042

See accompanying notes to the consolidated financial statements

F-4

INDAPTUS THERAPEUTICS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

	Nine months ended
	September
	2021			2020
Cash flows from operating activities:
Net loss	$	(4,495,064	)	$	(2,813,932	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		868			639
Stock-based compensation		836,456			116,872
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(1,128,933	)		(19,418	)
Accounts payable and other current liabilities		(2,964,147	)		348,241
Net cash used in operating activities		(7,750,820	)		(2,367,598	)
Cash flows from investing activities:
Purchases of property and equipment		(3,854	)		-
Net cash used in investing activities		(3,854	)		-
Cash flows from financing activities:
Proceeds from merger		16,346,622			-
Decoy’s transaction costs		(665,627	)		-
Issuance of pre-funded warrants and warrants		29,972,727			-
Issuance costs of Private Placement		(2,706,598	)		-
Exercise of pre-funded warrants		27,273			-
Proceeds from SAFEs		5,000,000			1,167,129
Net cash provided by financing activities		47,974,397			1,167,129
Net increase (decrease) in cash and cash equivalents		40,219,723			(1,200,469	)
Cash and cash equivalents at beginning of period		1,637,499			3,798,955
Cash and cash equivalents at end of period	$	41,857,222		$	2,598,486
Noncash investing and financing activities
Conversion of preferred stock	$	8,359			-
Conversion of SAFEs	$	6,417,129			-
Liabilities assumed, net of non-cash assets received in reverse merger	$	7,616,175			-
Release of deposit upon closing of Merger	$	200,000			-
Supplemental cash flow disclosures
Cash paid for income taxes	$	800		$	800
Cash received for interest earned on deposits	$	2,362		$	12,365

See accompanying notes to the consolidated financial statements

F-5

INDAPTUS THERAPEUTICS, INC.

NOTE 1: GENERAL

a. Indaptus Therapeutics, Inc. and its wholly owned subsidiaries, Decoy Biosystems, Inc. and Intec Pharma Ltd., collectively (the “Company”), is a biotechnology company dedicated to enhancing and expanding curative cancer immunotherapy for patients with unresectable or metastatic solid tumors and lymphomas, which are responsible for more than 90% of all cancer deaths. The Company is developing a novel, multi-targeted product that activates both innate and adaptive anti-tumor and anti-viral immune responses.

Indaptus Therapeutics, Inc. (“Indaptus”), formerly “Intec Parent Inc.”, was established and incorporated in Delaware on February 24, 2021, as a private Delaware corporation and wholly owned subsidiary of Intec Pharma Ltd., (“Intec Israel”), a former publicly traded company.

b. On August 3, 2021, Indaptus completed its merger with Decoy Biosystems, Inc., (“Decoy”), following the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 15, 2021 among Indaptus, Decoy, Intec Israel, Domestication Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of Indaptus (“Domestication Merger Sub”), and Dillon Merger Subsidiary Inc., a Delaware corporation and wholly owned subsidiary of Indaptus (“the Merger Sub”), pursuant to which Merger Sub merged with and into Decoy, with Decoy surviving as a wholly owned subsidiary of Indaptus (“the Merger”) and the business conducted by Decoy became the business conducted by Indaptus. Previously, on July 26, 2021, Intec Israel implemented a 1-for-4 reverse share split of its outstanding ordinary shares, options and warrants and proportionate adjustments were made to its exercise prices. In addition, on July 27, 2021, Intec Israel, Indaptus and the Domestication Merger Sub, completed the domestication merger pursuant to the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated April 27, 2021, whereby Domestication Merger Sub merged with and into Intec Israel, with Intec Israel being the surviving entity and a wholly-owned subsidiary of Indaptus.

Also, in connection with the Merger, Indaptus changed its name from “Intec Parent, Inc.” to “Indaptus Therapeutics, Inc.”. Following completion of the Merger, shares of Indaptus common stock commenced trading at market open on August 4, 2021, on the Nasdaq Capital Market under the name “Indaptus Therapeutics, Inc.” and under the symbol “INDP”.

In connection with the completion of the Merger, on August 4, 2021, the Company’s board determined to wind down the Accordion Pill business of Intec Israel. The Company expects that the winding down of the Accordion Pill business will be completed by the end of 2021.

For accounting purposes, Decoy is considered to have acquired Indaptus based on the terms of the Merger and an analysis of the criteria outlined in Accounting Standards Codification 805. The Merger has been accounted for as an asset acquisition (reverse merger transaction) rather than a business combination, as the net assets acquired/assumed by Decoy do not meet the definition of a business under U.S. GAAP. Accordingly, the historical financial statements of Decoy became the historical financial statements of the combined company upon the consummation of the Merger and the net assets acquired in connection with the Merger were recorded at their estimated fair market value as of August 3, 2021, the date of completion of the Merger.

Prior to the Merger Decoy’s capitalization was comprised of 732,635 outstanding shares of common stock, par value $0.001 per share (the “Decoy Common Stock”), 314,928 outstanding shares of Decoy preferred stock, par value $0.001 per share that were converted into 314,928 shares of Decoy Common Stock and 288,818 shares of Decoy Common Stock after giving effect to the conversion of Decoy SAFEs (Simple Agreements for Future Equity) into Decoy Common Stock.

As of the effective time of the Merger each outstanding share of Decoy Common Stock was converted into 2.654353395 shares of Indaptus common stock, par value $0.01 per share. Accordingly, 1,336,381 shares of Decoy’s Common Stock were converted to 3,547,227 Indaptus’ shares of common stock. In addition, at the effective time of the Merger, each outstanding and unexercised Decoy stock option converted into a stock option exercisable for that number of shares of Indaptus common stock subject to such option and the exercise price being appropriately adjusted to reflect the exchange ratio. Accordingly, 77,639 Decoy’s outstanding options were converted to 206,079 Indaptus stock options.

The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements give retroactive effect to the exchange ratio for all periods presented. Any difference is recognized as an adjustment to additional paid in capital.

F-6

INDAPTUS THERAPEUTICS, INC.

On August 3, 2021, immediately prior to the effectiveness of the Merger, Indaptus had 1,858,743 shares of common stock outstanding and a market capitalization of $17.9 million. The estimated fair value of the net assets of Indaptus on August 3, 2021, prior to the Merger, was approximately $8.7 million. The fair value of common stock on the Merger closing date, prior to the Merger, was above the fair value of the Indaptus’ net assets. As Indaptus’ net assets were predominantly composed of cash offset against current liabilities, the fair value of Indaptus’ net assets as of August 3, 2021, prior to the Merger, is considered to be the best indicator of the fair value and, therefore, the estimated preliminary purchase consideration.

The following table summarizes the net assets acquired based on their estimated fair values as of August 3, 2021, immediately prior to completion of the Merger:

Cash and cash equivalents	$	16,346,622
Assets held for sale		600,000
Prepaid and other assets		129,791
Accrued liabilities		(8,345,966	)
Acquired net assets	$	8,730,447

c. In connection with the Merger, on July 23, 2021, Indaptus entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor, pursuant to which Indaptus agreed to sell and issue, in a private placement (the “Private Placement”), pre-funded warrants and warrants for total net proceeds of approximately $27.3 million, after deducting the placement agent’s fees and other offering expenses payable by Indaptus in the amount of approximately $2.7 million. In September 2021, the pre-funded warrant was fully exercised. In addition, in connection with the Private Placement, Indaptus issued to the placement agent a warrant to purchase 136,364 shares of Indaptus’ common stock at an exercise price of $13.75. For further details see note 6c.

Risks and uncertainties

The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses (see below), competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, and dependence on key individuals.

The COVID-19 pandemic, that has spread globally, has resulted in significant financial market volatility and uncertainty in the past year. The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies, including by causing disruptions in the supply of its product candidates and the conduct future clinical trials. The COVID-19 pandemic may affect the operations of the FDA and other health authorities, which could result in delays of reviews and approvals, including with respect to the Company’s product candidates. Additionally, while the potential economic impact brought by, and the duration of the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact its short-term and long-term liquidity. As of the date of issuance of these consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity, or results of operations is uncertain.

Going concern and management’s plans

The Company has incurred net losses and utilized cash in operations since inception, has an accumulated deficit as of September 30, 2021, of $12.5 million, and expects to incur future additional losses as clinical testing and commercialization of the Company’s product candidates will require significant additional financing. Prior to the closing of the Merger, on August 3, 2021, Indaptus closed a private placement to raise gross cash proceeds of $30.0 million. The Company believes it has adequate cash to fund its operations for at least one year after the date of issuance of these consolidated financial statements.

F-7

INDAPTUS THERAPEUTICS, INC.

Management plans to raise additional capital through equity and/or debt financings, or other capital sources, including potential collaborations, licenses, and other similar arrangements. However, these plans are not entirely within its control and cannot be assessed as being probable of occurring. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its research and development programs or other operations. If any of these events occur, the Company’s ability to achieve the development and commercialization goals would be adversely affected.

These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and S-X Article 10 for interim financial statements. Accordingly, they do not contain all information and notes required by US GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2021, the consolidated results of operations, changes in stockholders’ equity for the three and nine-month periods ended September 30, 2021, and 2020 and cash flows for the nine-month periods ended September 30, 2021 and 2020.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Decoy’s annual financial statements for the year ended December 31, 2020, and their accompanying notes included in the Form S-4 filed with the SEC in connection with the Merger. The condensed balance sheet data as of December 31, 2020, included in these unaudited condensed consolidated financial statements was derived from the audited financial statements for the year ended December 31, 2020, but does not include all disclosures required by US GAAP for annual financial statements.

The results for the nine-month period ended September 30, 2021, are not necessarily indicative of the results expected for the year ending December 31, 2021.

Principles of consolidation

The consolidated financial statements include the accounts of Indaptus and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.

Use of estimates

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. The most significant estimates relate to the determination of the fair value of stock-based compensation and the determination of period-end obligations to certain contract research organizations. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.

F-8

INDAPTUS THERAPEUTICS, INC.

Loss per share

Loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common stock outstanding during the period. Diluted loss per share is based upon the weighted average number of common stock and of common stock equivalents outstanding when dilutive. Common stock equivalents include outstanding stock options, warrants and pre-funded warrants which are included under the treasury stock method when dilutive.

The following stock options, warrants and pre-funded warrants were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive for the periods presented (share data):

	Weighted average
	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
Outstanding stock options		237,109		206,079		216,461		206,079
Warrants and Pre-funded warrants		3,678,244		-		1,230,589		-

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, and December 31, 2020, cash and cash equivalents consist primarily of checking and money market deposits. The Company’s cash balances exceed those that are federally insured; however, the Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. To date, the Company has not recognized any losses caused by uninsured balances.

Assets held for sale

In connection with the Merger, the Company determined certain equipment held for use by pre-Merger Intec Israel was no longer useful to the Company’s operations and entered into an agreement with an unrelated party to sell the equipment. The Company recognizes assets held for sale at estimated fair value. The fair value of the equipment as of September 30, 2021, was approximately $600,000, net of commissions and disposition costs, based on purchase offers that the unrelated party received from certain buyers in November 2021.

Property and equipment

Property and equipment assets are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company uses an estimated useful life of three years for employee-related computers and other office equipment and five years for furniture. Leasehold improvements are amortized over the shorter of the lease-term or the estimated useful life of the related asset.

Patents

The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expense in the accompanying consolidated statements of operations.

Accrued research and development costs

The Company records the costs associated with research, nonclinical and clinical trials, and manufacturing development as incurred. These costs are a significant component of the Company’s research and development expenses, with a substantial portion of the Company’s on-going research and development activities conducted by third-party service providers, including contract research and manufacturing organizations.

The Company accrues for expenses resulting from obligations under agreements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other outside service providers for which payment flows do not match the periods over which services or materials are provided to the Company. Accruals are recorded based on estimates of services received and efforts expended pursuant to agreements with CROs, CMOs, and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. In the event advance payments are made to a CRO, CMO, or outside service provider, the payments will be recorded as a prepaid asset, which will be amortized or expensed as the contracted services are performed.

F-9

INDAPTUS THERAPEUTICS, INC.

Research and development expenses

Research and development costs that do not meet the criteria for capitalization are expensed as incurred. Research and development expenses consist primarily of fees paid to CROs as well as compensation expenses for certain employees involved in the planning, managing, and analyzing the work of the CROs.

General and administrative expenses

General and administrative expenses include compensation, employee benefits, and stock-based compensation for executive management, finance administration and human resources, facility costs (including rent), professional service fees, and other general overhead costs, including depreciation, to support the Company’s operations.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized in the foreseeable future. As of September 30, 2021, and December 31, 2020, the Company has recorded a full valuation allowance against its deferred tax assets.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses.

Stock-based compensation

The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined using the Black-Scholes-Merton (“Black-Scholes”) option pricing model as of the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, on a straight-line basis.

The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company estimates the fair value of options granted by using the Black-Scholes model with the following assumptions:

Expected Volatility—The Company estimated volatility for option grants by evaluating the historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term.

Expected Term—The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The expected term was estimated using the simplified method for employee stock options since the Company does not have adequate historical exercise data to estimate the expected term.

Risk-Free Interest Rate—The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the options’ expected term at the grant date.

Dividend Yield—The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

The Company has elected to recognize forfeitures as they occur.

F-10

INDAPTUS THERAPEUTICS, INC.

Fair value measurements

Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and providing disclosures about fair value measurements.

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Accounting Standards Codification (“ASC”) 820 – Fair Value Measurement requires all entities to disclose the fair value of financial instruments, both assets and liabilities, for which it is practicable to estimate fair value, and defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2021 and December 31, 2020, the recorded values of cash and cash equivalents, assets held for sale, prepaid expenses, and accounts payable and other current liabilities approximate their fair values due to the short-term nature of these items.

As of December 31, 2020, the carrying value of outstanding SAFEs approximates the estimated aggregate fair value of the instruments as the valuation cap provided in the SAFEs is a reasonable approximation of the Company’s enterprise value. On August 3, 2021, the SAFEs converted into common stock of the post-Merger entity.

Recently adopted accounting pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2018-13 as of January 1, 2020 with no impact on the financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 31, 2020 and interim periods within that year. The Company adopted ASU 2019-12 on January 1, 2021 with no material impact to its financial statements or related disclosures.

F-11

INDAPTUS THERAPEUTICS, INC.

NOTE 3: PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets are comprised of the following:

	September 30,		December 31,
	2021		2020
Prepaid insurance	$	1,060,054	$	6,972
Prepaid research and development		79,980		83,550
Other prepaid expenses		213,190		3,978
Short term deposits		44,445		-
Total prepaid expenses and other current assets	$	1,397,669	$	94,500

NOTE 4: ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

Accounts payable and other current liabilities are comprised of the following:

	September 30,		December 31,
	2021		2020
Accounts payable	$	3,340,766	$	155,957
Accrued employee costs		1,772,122		-
Other accrued expenses		355,514		7,025
Accrued research and development		190,218		63,753
Accrued legal fees		121,564		171,630
Deposit		-		200,000
Total accounts payable and other current liabilities	$	5,780,184	$	598,365

NOTE 5: STOCK-BASED COMPENSATION

In 2018, Decoy adopted the Decoy Biosystems, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan, pursuant to which the board of directors may grant nonstatutory stock options to purchase shares of the Company’s common stock to outside directors and consultants and either nonstatutory or incentive stock options to purchase shares of the Company’s common stock to employees.

In June 2021, the Intec Israel shareholders voted to approve the Indaptus 2021 Stock Incentive Plan, a share option plan for grants to employees, officers, consultants, directors and other service providers, (the “2021 Plan”), that became effective upon the closing of the Merger. The 2021 Plan provides for up to 1,864,963 shares of the Company’s common stock. Immediately after the Merger, all Decoy’s outstanding options under the 2018 Plan were converted to 206,079 options under the 2021 Plan. In addition, immediately after the Merger, all Intec Israel’s outstanding options were converted into 57,701 options of Indaptus under the 2021 Plan. Future awards may be made only under the 2021 Plan.

The 2021 Plan provides for the grant of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock units, unrestricted stock awards, stock appreciation rights and other forms of stock-based compensation. The 2021 Plan permits the Company’s board to change the type, terms and conditions of awards as circumstances may change. This flexibility to adjust the type of compensation to be granted is particularly important given current economic and world events.

F-12

INDAPTUS THERAPEUTICS, INC.

On August 4, 2021, Indaptus’ board approved a grant of an aggregate of options to purchase 1,049,750 shares of common stock to Indaptus’ directors, executive officers and employees as follows:

	Number of options granted		Exercise price		Vesting period		Expiration
Executive officers and employees		940,000	$	8.87		1-3 years		5-10 years
Directors		109,750	$	8.87		1 year		10 years

A summary of the stock option activity during the nine months ended September 30, 2021, is presented in the table below:

				Weighted average
	Shares			Exercise price		Remaining contractual life		Intrinsic value
Outstanding as of January 1, 2021		206,079		$	2.86		8.2	$	28,003
Granted		1,049,750		$	8.87
Options converted upon Merger		57,701		$	237.10
Forfeited and cancelled		(9,175	)		204.28
Outstanding as of September 30, 2021		1,304,355		$	16.49		9.2	$	1,025,114
Exercisable as of September 30, 2021		238,074		$	41.83		6.9	$	1,007,439
Vested and expected to vest September 30, 2021		1,301,486		$	15.49		9.2	$	1,025,114

The Company recognized stock-based compensation expense of $795,338 and $39,208 during the three months ended September 30, 2021 and 2020, respectively. The Company recognized stock-based compensation expense of $836,456 and $116,872 during the nine months ended September 30, 2021, and 2020, respectively. As of September 30, 2021, total compensation cost not yet recognized related to unvested stock options was approximately $6.6 million, which is expected to be recognized over a weighted-average period of 2.2 years.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. The weighted average inputs used to measure the value of the options granted in August 2021 are presented in the table below. The weighted average grant date fair value of stock option issued during the three and nine months ended September 30, 2021, was $8.45.

	August 4, 2021
Stock price	$	8.87
Exercise price	$	8.87
Expected term		5.5
Volatility		103.4	%
Risk free rate		0.71	%
Dividend yield		0.00	%

The following table presents the exercise price of outstanding stock options as of September 30, 2021:

Exercise price	Options outstanding
$0.01 - $8.00		206,079
$8.01 - $16.00		1,049,750
$16.00 or higher		48,526
Total		1,304,355

F-13

INDAPTUS THERAPEUTICS, INC.

NOTE 6: CAPITALIZATION

a. In August 2018, Decoy entered into the Series Seed Preferred Stock Purchase Agreement (“Series Seed SPA”), under which 835,928 (“Series Seed Preferred”) shares were purchased in exchange for cash consideration of $6.0 million. The purchase price of Series Seed Preferred shares was $7.20 per share. In connection with the Merger, all outstanding shares of Series Seed Preferred stock were converted into common stock on August 3, 2021, the date of closing of the Merger.

b.	Decoy issued a series of SAFEs with accredited investors between December 2019 and April 2021. The total carrying value of the SAFEs was $1.4 million as of December 31, 2020, and $6.4 million immediately before the Merger. On August 3, 2021, the date of the closing of the Merger, the SAFEs were converted into 766,627 shares of common stock of the Company.
	As of December 31, 2020, the SAFEs were potentially settleable in cash, and accordingly, the Company presented the instruments as liabilities.

c.	Pre-funded Warrants and Warrants:
		(1)	Immediately after the Merger, all Intec Israel’s warrants were converted into 227,150 warrants of Indaptus, for further details see table below.
		(2)	On July 23, 2021, Indaptus entered into a Purchase Agreement with a certain institutional investor, pursuant to which Indaptus agreed to sell and issue, in a Private Placement, Pre-Funded Warrants to purchase 2,727,237 shares of common stock and warrants to purchase 2,727,237 shares of common stock at a purchase price of $10.99 per Pre-Funded Warrant and associated warrant. Each pre-funded warrant was exercisable at an exercise price of $0.01 per share. The Pre-Funded Warrants were exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. Each warrant is exercisable at an exercise price of $11.00 per share and has a term of five and one-half years from the date of issuance. The Company concluded that the Pre-Funded Warrants and warrants are classified as equity, since they meet all criteria for equity classification. The total net proceeds was approximately $27.3 million, after deducting the placement agent’s fees and other offering expenses payable by Indaptus in the amount of approximately $2.7 million. On August 3, 2021, the Private Placement closed and in September 2021, the Pre-Funded Warrant was fully exercised for consideration of $27,273. In addition, in connection with the Private Placement, Indaptus issued to the placement agent a warrant to purchase 136,364 shares of Indaptus’ common stock at an exercise price of $13.75. The fair value of a warrant to purchase one share of Indaptus’ common stock that was issued to the placement agent was $7.16.

The following table summarizes the number of warrants outstanding with exercise price and remaining contractual life for the nine-month period ended September 30, 2021:

			Weighted average
	Shares		Exercise price		Remaining contractual life
Outstanding January 1, 2021		-		-		-
Warrants converted upon Merger		227,150	$	29.8
Warrants issued in the Private Placement		2,863,637	$	11.1
Outstanding and exercisable as of September 30, 2021		3,090,787	$	12.5		5.2

As of September 30, 2021, the Company had 200,000,000 shares of common stock authorized and 8,133,243 shares of common stock issued and outstanding. As of December 31, 2020, Decoy had 3,185,224 shares of common stock authorized and 1,944,672 shares of common stock issued and outstanding.

NOTE 7: COMMITMENTS AND CONTINGENCIES

Litigation

As of the date of issuance of these consolidated financial statements there were no pending legal proceedings against the Company that are expected to have a material adverse effect on cash flows, financial condition or results of operations. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation.

Leases

The Company leases office space under a short-term operating lease agreement that automatically renews for successive three-month periods. Either the Company or the landlord can terminate the lease with 60 days written notice, whereupon the lease agreement termination will be effective the last day of the last three-month extension period. The Company accounts for the lease pursuant to the short-term practical expedient available under ASC 842-20.

The Company recognized rent expense of $6,701 and $9,272 during the three months ended September 30, 2021 and 2020, respectively. The Company recognized rent expense of $19,432 and $20,159 during the nine months ended September 30, 2021 and 2020, respectively.

F-14

INDAPTUS THERAPEUTICS, INC.

NOTE 8: SUBSEQUENT EVENTS

The Company evaluated subsequent events from September 30, 2021, the date of these financial statements, through November 15, 2021, which represents the date the financial statements were issued, for events requiring recognition or disclosure in the financial statements for the period ended September 30, 2021. The Company concluded that no events have occurred that would require recognition or disclosure in the financial statements, except as described below:

a. On October 1, 2021, the Company entered into a two-year lease agreement for approximately 1,975 square feet of office space in San Diego, California. The base rent is $7,999 per month and the lease term commenced November 1, 2021.

b. In October 2021, options to purchase 60,336 shares of common stocks were exercised for consideration of approximately $180,000.

F-15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context indicates otherwise, in this Quarterly Report on Form 10-Q, the terms “Indaptus,” “Company,” “we,” “us” and “our” refer to Indaptus Therapeutics, Inc. (formerly Intec Parent, Inc. the successor of Intec Pharma Ltd. following the domestication merger) and, where appropriate, its consolidated subsidiaries following the domestication merger and the reverse merger described below. References to “Intec Israel” refer to Intec Pharma Ltd., the predecessor of Indaptus prior to the domestication merger described below, and references to “Decoy” refer to Decoy Biosystems, Inc., the entity acquired by Indaptus in connection with the reverse merger described below.

The following discussion and analysis provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read together with our condensed consolidated financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q. This information should also be read in conjunction with the information contained in Decoy’s annual financial statements as of December 31, 2020, and their accompanying notes included in the Form S-4 filed with the SEC in connection with the reverse merger. We have prepared our condensed consolidated financial statements in accordance with U.S. GAAP.

This Quarterly Report on Form 10-Q of Indaptus Therapeutics, Inc. contains forward-looking statements about our expectations, beliefs and intentions. Forward-looking statements can be identified by the use of forward-looking words such as “believe”, “expect”, “intend”, “plan”, “may”, “should”, “could”, “might”, “seek”, “target”, “will”, “project”, “forecast”, “continue” or “anticipate” or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. These forward-looking statements are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q, and we undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of our control. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the following: our plans to develop and potentially commercialize our technology, the timing and cost of our planned investigational new drug application and any clinical trials, the completion and receiving favorable results in any clinical trials, our ability to obtain and maintain regulatory approval of any product candidate, our ability to protect and maintain our intellectual property and licensing arrangements, our ability to develop, manufacture and commercialize our product candidates, the risk of product liability claims, the availability of reimbursement, the influence of extensive and costly government regulation, and our estimates regarding future revenue, expenses capital requirements and the need for additional financing following the recently completed merger. These risks, as well as other risks are discussed in the proxy statement/prospectus that was included in the registration statement on Form S-4 filed with the SEC in connection with the merger.

Unless otherwise indicated, all information in this Quarterly Report on Form 10-Q gives effect to a 1-for-4 reverse share split of the ordinary shares of Intec Israel that became effective on July 26, 2021 prior to the domestication merger described below, and also gives effect to a 1-for-20 reverse share split of the ordinary shares of Intec Israel that became effective on October 30, 2020, and all references to ordinary shares outstanding and per share amounts give effect to these reverse share splits.

Overview

We are a pre-clinical biotechnology company developing a novel and patented systemically-administered anti-cancer and anti-viral immunotherapy. We have evolved from more than a century of immunotherapy advances. Our approach is based on the hypothesis that efficient activation of both innate and adaptive immune cells and associated anti-tumor and anti-viral immune responses will require a multi-targeted package of immune system activating signals that can be administered safely intravenously. Our patented technology is composed of single strains of attenuated and killed, non-pathogenic, Gram-negative bacteria, with reduced i.v. toxicity, but largely uncompromised ability to prime or activate many of the cellular components of innate and adaptive immunity. This approach has led to broad anti-tumor and anti-viral activity, including safe, durable anti-tumor response synergy with each of five different classes of existing agents, including checkpoint therapy, targeted antibody therapy and low-dose chemotherapy in pre-clinical models. Tumor eradication by our technology has demonstrated activation of both innate and adaptive immunological memory and, importantly, does not require provision of or targeting a tumor antigen in pre-clinical models. We have carried out successful GMP manufacturing of our lead clinical candidate, Decoy20, and are currently completing other IND-enabling studies. For a further description of Indaptus’ business, see the section “Business of Decoy” in the registration statement on Form S-4, as amended (File No. 333-255389), filed with the Securities and Exchange Commission (“SEC”) on May 12, 2021 (the “Registration Statement”).

Merger

On August 3, 2021, Indaptus Therapeutics, Inc. (formerly Intec Parent, Inc.), a Delaware corporation (“Indaptus,” “Company,” “we,” “us,” or “our”), completed its merger with Decoy Biosystems, Inc., a Delaware corporation (“Decoy”) following the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 15, 2021 among the Company, Decoy, Intec Pharma Ltd., an Israeli company and wholly owned subsidiary of the Company (“Intec Israel”), Domestication Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of the Company (“Domestication Merger Sub”), and Dillon Merger Subsidiary Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) pursuant to which Merger Sub merged with and into Decoy, with Decoy surviving as a wholly owned subsidiary of the Company (the “Merger”) and the business conducted by Decoy became the business conducted by the combined company.

Previously, on July 27, 2021, Intec Israel, Indaptus and Domestication Merger Sub completed the previously announced domestication merger pursuant to the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated April 27, 2021 (the “Domestication Merger Agreement”), whereby Domestication Merger Sub merged with and into Intec Israel, with Intec Israel being the surviving entity and a wholly-owned subsidiary of Indaptus (the “Domestication Merger”). At the time of the Domestication Merger, Intec Israel continued to possess all of its assets, rights, powers and property as constituted immediately prior to the Domestication Merger and continued to be subject to all of its debts, liabilities and obligations as constituted immediately prior to the Domestication Merger.

Also, in connection with the Merger, we changed our name from “Intec Parent, Inc.” to “Indaptus Therapeutics, Inc.”.

3

At the effective time of the Merger, each outstanding share of Decoy common stock, par value $0.001 per share (the “Decoy Common Stock”) (including shares issuable upon the conversion of Decoy SAFEs (Simple Agreements for Future Equity) and Decoy preferred stock, par value $0.001 per share, into Decoy Common Stock) converted into 2.654353395 shares of Indaptus common stock, par value $0.01 per share. In addition, at the effective time of the Merger, each outstanding and unexercised Decoy stock option converted into a stock option exercisable for that number of shares of common stock of Indaptus subject to such option and the exercise price being appropriately adjusted to reflect the exchange ratio. Immediately following closing of the Merger there were 5,405,970 shares of Indaptus common stock outstanding, with pre-merger Decoy shareholders owning approximately 65.6% and pre-merger Intec Israel shareholders owning approximately 34.4% of the Company. The figures above do not give effect to shares issuable upon the exercise of outstanding Indaptus warrants or options.

Following completion of the Merger, shares of Indaptus common stock commenced trading at market open on August 4, 2021, on the Nasdaq Capital Market under the name “Indaptus Therapeutics, Inc.” and ticker symbol “INDP” and under the new CUSIP 45339J 105.

For accounting purposes, Decoy is considered to have acquired Indaptus based on the terms of the Merger and an analysis of the criteria outlined in Accounting Standards Codification 805. The Merger has been accounted for as an asset acquisition (reverse merger transaction) rather than a business combination, as the net assets acquired/assumed by Decoy do not meet the definition of a business under U.S. GAAP. Accordingly, the historical financial statements of Decoy became the historical financial statements of the combined company upon the consummation of the Merger and the net assets acquired in connection with the Merger were recorded at their estimated fair market value as of August 3, 2021, the date of completion of the Merger.

Winding Down of Accordion Pill Business

In connection with the completion of the Merger, on August 4, 2021, our board determined to wind down the Accordion Pill business of Intec Israel and as of September 30, 2021, we maintain an adequate number of employees in Israel until the completion of the wind down of the Accordion Pill business.

In connection with the winding down, we terminated our contracts with counterparties and the sale of our Accordion Pill related assets, including the termination of the Process Development Agreement dated as of December 17, 2018, between Intec Israel and LTS Lohmann Therapie Systeme AG (“LTS”), that provided for the manufacture of AP-CD/LD capsules, as a result of which we expect to pay approximately 2.0 million Euros (approximately $2.3 million) as a termination fee. In addition, on August 5, 2021, Intec Israel and its landlord agreed to terminate the Unprotected Lease Agreement with R.M.P.A. Assets Ltd. dated June 2, 2003, as amended, for the lease of offices located in Jerusalem, Israel, as a result of which Intec Israel agreed to the payment of a break-up fee of $600,000.

We expect that the winding down of the Accordion Pill business will be substantially complete by the end of 2021.

Private Placement

In connection with the Merger, on July 23, 2021 (the “Signing Date”), we entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor (the “Purchaser”), pursuant to which we agreed to sell and issue, in a private placement (the “Private Placement”) a pre-funded warrant to purchase up to 2,727,273 shares of the Company’s common stock (the “Pre-funded Warrant”) and a warrant to purchase up to 2,727,273 of our common stock at a purchase price of $10.99 per Pre-funded Warrant and associated Warrant, for aggregate gross proceeds to us of approximately $30.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Warrant has a term of five and one-half years, is exercisable immediately following the issuance date and has an exercise price of $11.00 per share, subject to adjustment as set forth therein.

On August 3, 2021, the Private Placement closed and in September 2021, the Pre-Funded Warrants were fully exercised. In addition, we issued to the placement agent a warrant to purchase 136,364 shares of our common stock at an exercise price of $13.75.

In connection with the Purchase Agreement, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchaser. Pursuant to the Registration Rights Agreement, we are required to file a resale registration statement (the “Resale Registration Statement”) with the SEC to register for resale of the shares of our common stock issuable upon exercise of the Pre-Funded Warrant and Warrant, within 30 days of the Signing Date, and to have such Resale Registration Statement declared effective within 45 days after the Signing Date in the event the Resale Registration Statement is not reviewed by the SEC, or 75 days of the Signing Date in the event the Resale Registration Statement is reviewed by the SEC. We will be obligated to pay certain liquidated damages to the Purchaser if we fail to file the Resale Registration Statement when required, fail to cause the Resale Registration Statement to be declared effective by the SEC when required, of if we fail to maintain the effectiveness of the Resale Registration Statement. We subsequently filed a registration statement registering for resale the shares of our common stock issuable upon exercise of the Pre-Funded Warrant and Warrant which became effective on September 29, 2021.

4

Results of Operations

Three months ended September 30, 2021 compared to three months ended September 30, 2020

The following tables sets forth our results of operations for the three months ended September 30, 2021 and 2020 and the relative dollar and percentage change between the two quarters.

	Three months ended						Change
	September 30,						(2021 to 2020)
	2021			2020			($)			%
Operating expenses:
Research and development	$	697,674		$	1,349,835		$	(652,161	)		-48	%
General and administrative		2,670,317			196,578			2,473,739			1258	%
Total operating expenses		3,367,991			1,546,413			1,821,578			118	%
Loss from operations		(3,367,991	)		(1,546,413	)		(1,821,578	)		118	%
Other income, net		827			3,680			(2,853	)		-78	%
Net loss	$	(3,367,164	)	$	(1,542,733	)	$	(1,824,431	)		118	%
Net loss attributable to common stockholders per share, basic and diluted	$	(0.81	)	$	(0.79	)	$	(0.01	)		2	%
Weighted average number of shares used in calculating net loss per share, basic and diluted		4,180,744			1,944,672			2,236,072			115	%

Research and Development Expenses

Research and development expenses consist primarily of fees paid to contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”) as well as compensation expenses for certain employees involved in the planning, managing, and analyzing the work of the CROs and CMOs. Research and development expenses decreased in the three months ended September 30, 2021 over 2020 primarily as a result of the manufacturing and characterization of Decoy20 during the three months ended September 30, 2020.

General and Administrative Expenses

General and administrative expenses include compensation, employee benefits, and stock-based compensation for executive management, finance administration and human resources, facility costs (including rent), professional service fees, and other general overhead costs, including depreciation, to support our operations. General and administrative expenses increased significantly in the three months ended September 30, 2021 over 2020 as a result of increased payroll and related expenses, stock-based compensation expense for stock options issued in August 2021 and professional fees associated with being a public company following the Merger.

5

Other Income

Other income for the three months ended September 30, 2021 and 2020 was comprised of interest earned on deposits. Interest income has not been significant due to low interest rates on balances.

Nine months ended September 30, 2021 compared to nine months ended September 30, 2020

	Nine months ended						Change
	September 30,						(2021 to 2020)
	2021			2020			($)			%
Operating expenses
Research and development	$	1,578,513		$	2,302,883		$	(724,370	)		-31	%
General and administrative		2,932,099			527,830			2,404,269			456	%
Total operating expenses		4,510,612			2,830,713			1,679,899			59	%
Loss from operations		(4,510,612	)		(2,830,713	)		(1,679,899	)		59	%
Other income, net		15,548			16,781			(1,233	)		-7	%
Net loss	$	(4,495,064	)	$	(2,813,932	)	$	(1,681,132	)		60	%
Net loss attributable to common stockholders per share, basic and diluted	$	(1.67	)	$	(1.45	)	$	(0.22	)		15	%
Weighted average number of shares used in calculating net loss per share, basic and diluted		2,692,770			1,944,672			748,098			38	%

Research and Development Expenses

Research and development expenses consist primarily of fees paid to CROs and CMOs as well as compensation expenses for certain employees involved in the planning, managing, and analyzing the work of the CROs and CMOs. Research and development expenses decreased in the nine months ended September 30, 2021 over 2020 as a result of the manufacturing and characterization of Decoy20 during the nine months ended September 30, 2020.

General and Administrative Expenses

General and administrative expenses include compensation, employee benefits, and stock-based compensation for executive management, finance administration and human resources, facility costs (including rent), professional service fees, and other general overhead costs, including depreciation, to support our operations. General and administrative expenses increased significantly in the nine months ended September 30, 2021 over 2020 primarily as a result of increased payroll and related expenses, stock-based compensation expense for stock options issued in August 2021 and professional fees associated with being a public company following the Merger.

Other Income

Other income for the nine months ended September 30, 2021 and 2020 was comprised of interest earned on deposits. Interest income has not been significant due to low interest rates on balances.

Liquidity and Resources

Since our inception, we funded our operations primarily through private offerings of our equity and debt securities. As of September 30, 2021, we had cash and cash equivalents of approximately $41.9 million. As of December 31, 2020, we had cash and cash equivalents of approximately $1.6 million.

In August 2021, we sold a Pre-funded Warrant to purchase 2,727,273 of our common stock and a Warrant to purchase 2,727,273 of our common stock in a private placement. The Warrant is exercisable at an exercise price of $11.00 per share. In September 2021, the Pre-funded Warrant was fully exercised at an exercise price of $0.01 per share. The Pre-funded Warrant and the Warrant were sold together at a combined price of $11.00, including the pre-funded exercise price. The total net proceeds were approximately $27.3 million, after deducting placement agent fees and offering expenses in the amount of approximately $2.7 million. In addition, we issued to the placement agent a warrant to purchase 136,364 shares of our common stock at an exercise price of $13.75.

Net cash used in operating activities was approximately $7.8 million for the nine months ended September 30, 2021, compared with net cash used in operating activities of approximately $2.4 million for the nine months ended September 30, 2020. This increase resulted primarily from an increase in general and administrative expenses and effects of the Merger and changes in operating assets and liabilities.

Net cash provided by financing activities for the nine months ended September 30, 2021, was approximately $48.0 million, which was provided by the proceeds received from the closing of the Private Placement in August 2021, proceeds from Merger and the sale of additional SAFEs during the nine months ended September 30, 2021.

6

Current Outlook

Following the Private Placement that closed in August 2021, we believe that we have adequate cash to fund our ongoing activities for more than one year from the date of this Quarterly Report on Form 10-Q.

We are closely monitoring ongoing developments in connection with the COVID-19 pandemic. As of the date of issuance of these consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact our financial condition, liquidity, or results of operations is uncertain.

Developing drugs, conducting clinical trials, obtaining commercial manufacturing capabilities and commercializing products is expensive and we will need to raise substantial additional funds to achieve our strategic objectives. We will require significant additional financing in the future to fund our operations, including if and when we progress into additional clinical trials, obtain regulatory approval for one or more of our product candidates, obtain commercial manufacturing capabilities and commercialize one or more of our product candidates. Our future capital requirements will depend on many factors, including, but not limited to:

● the progress and costs of our preparations for clinical trials and other research and development activities;

● the scope, prioritization and number of clinical trials and other research and development programs;

● the amount of revenues and contributions we receive under future licensing, collaboration, development and commercialization arrangements with respect to our product candidates;

● the impact of the COVID-19 pandemic;

● the costs of the development and expansion of our operational infrastructure;

● the costs and timing of obtaining regulatory approval for one or more of our product candidates;

● the ability of us, or our collaborators, to achieve development milestones, marketing approval and other events or developments under our potential future licensing agreements;

● the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

● the costs and timing of securing manufacturing arrangements for clinical or commercial production;

● the costs of contracting with third parties to provide sales and marketing capabilities for us or establishing such capabilities ourselves;

● the costs of acquiring or undertaking development and commercialization efforts for any future products, product candidates or technology;

● the magnitude of our general and administrative expenses;

● market conditions; and

● any cost that we may incur under future in- and out-licensing arrangements relating to one or more of our product candidates.

7

Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through capital raising. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of or eliminate research or development programs and other operations and make necessary change to our operations to reduce the level of our expenditures in line with available resources.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates that affect the reported amounts of our assets, liabilities and expenses. Significant accounting policies employed by us, including the use of estimates, are presented in Decoy’s annual financial statements for the year ended December 31, 2020, and their accompanying notes included in the Form S-4 filed with the SEC in connection with the reverse merger. We periodically evaluate our estimates, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require our subjective or complex judgments, resulting in the need to make estimates about the effect of matters that are inherently uncertain. If actual performance should differ from historical experience or if the underlying assumptions were to change, our financial condition and results of operations may be materially impacted.

Our critical accounting policies and estimates are disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in Decoy’s financial statements for the year ended December 31, 2020, included in the Form S-4 filed in connection with the reverse merger. There have been no material changes to those policies during the nine months ended September 30, 2021. We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Accounting for Research and Development Costs

We record the costs associated with services provided by CROs and CMOs as they are incurred. Though the scope and timing of work are generally based on signed agreements, some judgement is involved in determining periodic expenses because payment flows do not always match the periods over which services and materials are provided to us. As a result, our management is required to make estimates of services received and efforts expended pursuant to agreements established with these third-parties at each period-end date. During the nine months ended September 30, 2021, we incurred $1.6 million of research and development expenses. As of September 30, 2021, we recorded an accrued liability of $0.2 million for expenses incurred, but not yet invoiced, and a prepaid expense of $0.1 million for payments made that relate to future periods. Over or under estimating the services received or efforts expended could cause us to overstate or understate research and development expenses incurred within a reporting period, and related accrued and prepaid expenses.

Stock-Based Compensation

We measure and record the expense related to stock-based payment awards based on the fair value of those awards on the date of grant. We use the Black-Scholes-Merton (“Black-Scholes”) option pricing model to establish the fair market value. We recognize stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, on a straight-line basis. The Black Scholes model requires that our management make certain estimates regarding the expected stock price volatility, expected term, risk–free interest rate, and dividend yield to derive an estimated fair market value. The use of different assumptions would increase or decrease the related determination of fair market value, increasing or decreasing the compensation expense related to a particular stock-based award.

Recently Issued Accounting Pronouncements

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

8

Item 4. Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2021. Based on that evaluation, our principal executive officer and principal financial officer have concluded that as of September 30, 2021, these disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

On August 3, 2021, we consummated the Merger between Indaptus and Decoy. Upon closing, the historical financial statements of Decoy became the historical consolidated financial statements of the registrant and upon consummation of the Merger we reconstituted our board of directors. During the quarter ended September 30, 2021, in connection with the Merger, our board of directors has established an audit committee, we hired a Chief Financial Officer, we integrated our financial reporting processes of the business with Decoy’s processes, and we implemented additional closing procedures to enable our financial reporting process. Other than such changes, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

9

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending material legal proceedings, and we are currently not aware of any legal proceedings or claims against us or our property that we believe will have any significant effect on our business, financial position or operating results. None of our officers or directors is a party against us in any legal proceeding.

Item1A. Risk Factors

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Exhibit Description
3.1	Amended and Restated Certificate of Incorporation of Indaptus Therapeutics, Inc., dated as of July 23, 2021 (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021)
3.2	Amended and Restated Bylaws of Indaptus Therapeutics, Inc., dated as of July 23, 2021 (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2021)
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Indaptus Therapeutics, Inc. dated August 3, 2021 (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2021)
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
32.1#	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2#	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101)

*	Filed herewith
#	Furnished herewith

10

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Indaptus Therapeutics, Inc.
Date: November 15, 2021	By:	/s/ Jeffrey A. Meckler
		Jeffrey A. Meckler
		Chief Executive Officer (Principal Executive Officer)
Date: November 15, 2021	By:	/s/ Nir Sassi
		Nir Sassi
		Chief Financial Officer (Principal Financial and Accounting Officer)

11

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jeffrey A. Meckler, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2021 of Indaptus Therapeutics, Inc. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2021

/s/ Jeffrey A. Meckler

Jeffrey A. Meckler

Chief Executive Officer

EX-32.2

Exhibit 31.2

CERTIFICATIONS

I, Nir Sassi, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2021 of Indaptus Therapeutics, Inc. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2021

/s/ Nir Sassi

Nir Sassi

Chief Financial Officer

EX-32.1

Exhibit 32.1

Indaptus Therapeutics, Inc.

Certification Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Indaptus Therapeutics, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey A. Meckler, Chief Executive Officer and Vice Chairman of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jeffrey A. Meckler

Jeffrey A. Meckler

Chief Executive Officer and Vice Chairman

Date: November 15, 2021

EX-32.2

Exhibit 32.2

Indaptus Therapeutics, Inc.

Certification Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Indaptus Therapeutics, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nir Sassi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Nir Sassi

Nir Sassi

Chief Financial Officer

Date: November 15, 2021

XML

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 11, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40652
Entity Registrant Name	Indaptus Therapeutics, Inc.
Entity Central Index Key	0001857044
Entity Tax Identification Number	86-3158720
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3 Columbus Circle
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	+(347)
Local Phone Number	480 9760
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	INDP
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,193,579

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 41,857,222	$ 1,637,499
Assets held for sale	600,000
Prepaid expenses and other current assets	1,397,669	94,500
Total current assets	43,854,891	1,731,999
Non-current assets
Property and equipment, net	4,335	1,349
Other assets		44,445
Total non-current assets	4,335	45,794
Total assets	43,859,226	1,777,793
Current liabilities
Accounts payable and other current liabilities	5,780,184	598,365
SAFE agreements		1,417,129
Total current liabilities	5,780,184	2,015,494
Commitments and contingent liabilities (Note 7)
Stockholders’ equity (deficit)
Preferred stock; Series Seed; $0.01 par value; 5,000,000 and 972,335 shares authorized as of September 30, 2021 and December 31, 2020, respectively, 0 and 835,928 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		8,359
Common stock; $0.01 par value, 200,000,000 and 3,185,224 shares authorized as of September 30, 2021 and December 31, 2020, respectively; 8,133,243 and 1,944,672 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	81,332	19,447
Additional paid in capital	50,452,275	7,693,994
Accumulated deficit	(12,454,565)	(7,959,501)
Total stockholders’ equity (deficit)	38,079,042	(237,701)
Total liabilities and stockholders’ equity (deficit)	$ 43,859,226	$ 1,777,793

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred Stock, Par value	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	5,000,000	972,335
Preferred Stock, Shares Issued	0	835,928
Preferred Stock, Shares Outstanding	0	835,928
Common stock, par value	$ 0.01	$ 0.01
Common Stock, Shares Authorized	200,000,000	3,185,224
Common Stock, Shares, Issued	8,133,243	1,944,672
Common Stock, Shares, Outstanding	8,133,243	1,944,672

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating expenses
Research and development	$ 697,674	$ 1,349,835	$ 1,578,512	$ 2,302,883
General and administrative	2,670,317	196,578	2,932,100	527,830
Total operating expenses	3,367,991	1,546,413	4,510,612	2,830,713
Loss from operations	(3,367,991)	(1,546,413)	(4,510,612)	(2,830,713)
Other income, net	827	3,680	15,548	16,781
Net loss	$ (3,367,164)	$ (1,542,733)	$ (4,495,064)	$ (2,813,932)
Net loss available to common stockholders per share of common stock, basic and diluted	$ (0.81)	$ (0.79)	$ (1.67)	$ (1.45)
Weighted average number of shares used in calculating net loss per share, basic and diluted	4,180,744	1,944,672	2,692,770	1,944,672

XML

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 8,359	$ 19,447	$ 7,557,991	$ (4,375,350)	$ 3,210,447
Beginning balance, shares at Dec. 31, 2019	835,928	1,944,672
Stock-based compensation			38,883		38,883
Net loss				(558,581)	(558,581)
Ending balance, value at Mar. 31, 2020	$ 8,359	$ 19,447	7,596,874	(4,933,931)	2,690,749
Ending balance, shares at Mar. 31, 2020	835,928	1,944,672
Beginning balance, value at Dec. 31, 2019	$ 8,359	$ 19,447	7,557,991	(4,375,350)	3,210,447
Beginning balance, shares at Dec. 31, 2019	835,928	1,944,672
Net loss					(2,813,932)
Ending balance, value at Sep. 30, 2020	$ 8,359	$ 19,447	7,674,863	(7,189,282)	513
Ending balance, shares at Sep. 30, 2020	835,928	1,944,672
Beginning balance, value at Mar. 31, 2020	$ 8,359	$ 19,447	7,596,874	(4,933,931)	2,690,749
Beginning balance, shares at Mar. 31, 2020	835,928	1,944,672
Stock-based compensation			38,781		38,781
Net loss				(712,618)	(712,618)
Ending balance, value at Jun. 30, 2020	$ 8,359	$ 19,447	7,635,655	(5,646,549)	2,016,912
Ending balance, shares at Jun. 30, 2020	835,928	1,944,672
Stock-based compensation			39,208		39,208
Net loss				(1,542,733)	(1,542,733)
Ending balance, value at Sep. 30, 2020	$ 8,359	$ 19,447	7,674,863	(7,189,282)	513
Ending balance, shares at Sep. 30, 2020	835,928	1,944,672
Beginning balance, value at Dec. 31, 2020	$ 8,359	$ 19,447	7,693,994	(7,959,501)	(237,701)
Beginning balance, shares at Dec. 31, 2020	835,928	1,944,672
Stock-based compensation			20,445		20,445
Net loss				(612,421)	(612,421)
Ending balance, value at Mar. 31, 2021	$ 8,359	$ 19,447	7,714,439	(8,571,922)	(829,677)
Ending balance, shares at Mar. 31, 2021	835,928	1,944,672
Beginning balance, value at Dec. 31, 2020	$ 8,359	$ 19,447	7,693,994	(7,959,501)	(237,701)
Beginning balance, shares at Dec. 31, 2020	835,928	1,944,672
Net loss					(4,495,064)
Ending balance, value at Sep. 30, 2021		$ 81,332	50,452,275	(12,454,565)	38,079,042
Ending balance, shares at Sep. 30, 2021		8,133,243
Beginning balance, value at Mar. 31, 2021	$ 8,359	$ 19,447	7,714,439	(8,571,922)	(829,677)
Beginning balance, shares at Mar. 31, 2021	835,928	1,944,672
Stock-based compensation			20,673		20,673
Net loss				(515,479)	(515,479)
Ending balance, value at Jun. 30, 2021	$ 8,359	$ 19,447	7,735,112	(9,087,401)	(1,324,483)
Ending balance, shares at Jun. 30, 2021	835,928	1,944,672
Conversion of preferred stock	$ (8,359)	$ 8,359
Conversion of preferred stock, Shares	(835,928)	835,928
Conversion of SAFE agreements		$ 7,666	6,409,463		6,417,129
Conversion of SAFE agreements, shares		766,627
Issuance of common stock upon merger, net of Decoy’s transaction costs in the amount of $665,627		$ 18,587	8,246,233		8,264,820
Issuance of common stock upon merger, net of Decoy's transaction costs, shares		1,858,743
Issuance of pre-funded warrants and warrants, net of issuance costs in the amount of $2,706,598			27,266,129		27,266,129
Exercise of pre-funded warrants		$ 27,273			27,273
Exercise of prepaid warrants, shares		2,727,273
Stock-based compensation			795,338		795,338
Net loss				(3,367,164)	(3,367,164)
Ending balance, value at Sep. 30, 2021		$ 81,332	$ 50,452,275	$ (12,454,565)	$ 38,079,042
Ending balance, shares at Sep. 30, 2021		8,133,243

XML

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical)	3 Months Ended
	Sep. 30, 2021 USD ($)
Private Placement [Member]
Issuance expense	$ 2,706,598
Merger Transaction [Member]
Decoy's transaction costs	$ 665,627

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (4,495,064)	$ (2,813,932)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	868	639
Stock-based compensation	836,456	116,872
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,128,933)	(19,418)
Accounts payable and other current liabilities	(2,964,147)	348,241
Net cash used in operating activities	(7,750,820)	(2,367,598)
Cash flows from investing activities:
Purchases of property and equipment	(3,854)
Net cash used in investing activities	(3,854)
Cash flows from financing activities:
Proceeds from merger	16,346,622
Decoy’s transaction costs	(665,627)
Issuance of pre-funded warrants and warrants	29,972,727
Issuance costs of Private Placement	(2,706,598)
Exercise of pre-funded warrants	27,273
Proceeds from SAFEs	5,000,000	1,167,129
Net cash provided by financing activities	47,974,397	1,167,129
Net increase (decrease) in cash and cash equivalents	40,219,723	(1,200,469)
Cash and cash equivalents at beginning of period	1,637,499	3,798,955
Cash and cash equivalents at end of period	41,857,222	2,598,486
Noncash investing and financing activities
Conversion of preferred stock	8,359
Conversion of SAFEs	6,417,129
Liabilities assumed, net of non-cash assets received in reverse merger	7,616,175
Release of deposit upon closing of Merger	200,000
Supplemental cash flow disclosures
Cash paid for income taxes	800	800
Cash received for interest earned on deposits	$ 2,362	$ 12,365

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GENERAL

9 Months Ended

Sep. 30, 2021

General

GENERAL

NOTE 1: GENERAL

a. Indaptus Therapeutics, Inc. and its wholly owned subsidiaries, Decoy Biosystems, Inc. and Intec Pharma Ltd., collectively (the “Company”), is a biotechnology company dedicated to enhancing and expanding curative cancer immunotherapy for patients with unresectable or metastatic solid tumors and lymphomas, which are responsible for more than 90% of all cancer deaths. The Company is developing a novel, multi-targeted product that activates both innate and adaptive anti-tumor and anti-viral immune responses.

Indaptus Therapeutics, Inc. (“Indaptus”), formerly “Intec Parent Inc.”, was established and incorporated in Delaware on February 24, 2021, as a private Delaware corporation and wholly owned subsidiary of Intec Pharma Ltd., (“Intec Israel”), a former publicly traded company.

b. On August 3, 2021, Indaptus completed its merger with Decoy Biosystems, Inc., (“Decoy”), following the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 15, 2021 among Indaptus, Decoy, Intec Israel, Domestication Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of Indaptus (“Domestication Merger Sub”), and Dillon Merger Subsidiary Inc., a Delaware corporation and wholly owned subsidiary of Indaptus (“the Merger Sub”), pursuant to which Merger Sub merged with and into Decoy, with Decoy surviving as a wholly owned subsidiary of Indaptus (“the Merger”) and the business conducted by Decoy became the business conducted by Indaptus. Previously, on July 26, 2021, Intec Israel implemented a 1-for-4 reverse share split of its outstanding ordinary shares, options and warrants and proportionate adjustments were made to its exercise prices. In addition, on July 27, 2021, Intec Israel, Indaptus and the Domestication Merger Sub, completed the domestication merger pursuant to the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated April 27, 2021, whereby Domestication Merger Sub merged with and into Intec Israel, with Intec Israel being the surviving entity and a wholly-owned subsidiary of Indaptus.

Also, in connection with the Merger, Indaptus changed its name from “Intec Parent, Inc.” to “Indaptus Therapeutics, Inc.”. Following completion of the Merger, shares of Indaptus common stock commenced trading at market open on August 4, 2021, on the Nasdaq Capital Market under the name “Indaptus Therapeutics, Inc.” and under the symbol “INDP”.

In connection with the completion of the Merger, on August 4, 2021, the Company’s board determined to wind down the Accordion Pill business of Intec Israel. The Company expects that the winding down of the Accordion Pill business will be completed by the end of 2021.

For accounting purposes, Decoy is considered to have acquired Indaptus based on the terms of the Merger and an analysis of the criteria outlined in Accounting Standards Codification 805. The Merger has been accounted for as an asset acquisition (reverse merger transaction) rather than a business combination, as the net assets acquired/assumed by Decoy do not meet the definition of a business under U.S. GAAP. Accordingly, the historical financial statements of Decoy became the historical financial statements of the combined company upon the consummation of the Merger and the net assets acquired in connection with the Merger were recorded at their estimated fair market value as of August 3, 2021, the date of completion of the Merger.

Prior to the Merger Decoy’s capitalization was comprised of 732,635 outstanding shares of common stock, par value $0.001 per share (the “Decoy Common Stock”), 314,928 outstanding shares of Decoy preferred stock, par value $0.001 per share that were converted into 314,928 shares of Decoy Common Stock and 288,818 shares of Decoy Common Stock after giving effect to the conversion of Decoy SAFEs (Simple Agreements for Future Equity) into Decoy Common Stock.

As of the effective time of the Merger each outstanding share of Decoy Common Stock was converted into 2.654353395 shares of Indaptus common stock, par value $0.01 per share. Accordingly, 1,336,381 shares of Decoy’s Common Stock were converted to 3,547,227 Indaptus’ shares of common stock. In addition, at the effective time of the Merger, each outstanding and unexercised Decoy stock option converted into a stock option exercisable for that number of shares of Indaptus common stock subject to such option and the exercise price being appropriately adjusted to reflect the exchange ratio. Accordingly, 77,639 Decoy’s outstanding options were converted to 206,079 Indaptus stock options.

The accompanying unaudited condensed consolidated financial statements and notes to the unaudited condensed consolidated financial statements give retroactive effect to the exchange ratio for all periods presented. Any difference is recognized as an adjustment to additional paid in capital.

On August 3, 2021, immediately prior to the effectiveness of the Merger, Indaptus had 1,858,743 shares of common stock outstanding and a market capitalization of $17.9 million. The estimated fair value of the net assets of Indaptus on August 3, 2021, prior to the Merger, was approximately $8.7 million. The fair value of common stock on the Merger closing date, prior to the Merger, was above the fair value of the Indaptus’ net assets. As Indaptus’ net assets were predominantly composed of cash offset against current liabilities, the fair value of Indaptus’ net assets as of August 3, 2021, prior to the Merger, is considered to be the best indicator of the fair value and, therefore, the estimated preliminary purchase consideration.

The following table summarizes the net assets acquired based on their estimated fair values as of August 3, 2021, immediately prior to completion of the Merger:

Cash and cash equivalents	$	16,346,622
Assets held for sale		600,000
Prepaid and other assets		129,791
Accrued liabilities		(8,345,966	)
Acquired net assets	$	8,730,447

c. In connection with the Merger, on July 23, 2021, Indaptus entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor, pursuant to which Indaptus agreed to sell and issue, in a private placement (the “Private Placement”), pre-funded warrants and warrants for total net proceeds of approximately $27.3 million, after deducting the placement agent’s fees and other offering expenses payable by Indaptus in the amount of approximately $2.7 million. In September 2021, the pre-funded warrant was fully exercised. In addition, in connection with the Private Placement, Indaptus issued to the placement agent a warrant to purchase 136,364 shares of Indaptus’ common stock at an exercise price of $13.75. For further details see note 6c.

Risks and uncertainties

The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses (see below), competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, and dependence on key individuals.

The COVID-19 pandemic, that has spread globally, has resulted in significant financial market volatility and uncertainty in the past year. The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies, including by causing disruptions in the supply of its product candidates and the conduct future clinical trials. The COVID-19 pandemic may affect the operations of the FDA and other health authorities, which could result in delays of reviews and approvals, including with respect to the Company’s product candidates. Additionally, while the potential economic impact brought by, and the duration of the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact its short-term and long-term liquidity. As of the date of issuance of these consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity, or results of operations is uncertain.

Going concern and management’s plans

The Company has incurred net losses and utilized cash in operations since inception, has an accumulated deficit as of September 30, 2021, of $12.5 million, and expects to incur future additional losses as clinical testing and commercialization of the Company’s product candidates will require significant additional financing. Prior to the closing of the Merger, on August 3, 2021, Indaptus closed a private placement to raise gross cash proceeds of $30.0 million. The Company believes it has adequate cash to fund its operations for at least one year after the date of issuance of these consolidated financial statements.

Management plans to raise additional capital through equity and/or debt financings, or other capital sources, including potential collaborations, licenses, and other similar arrangements. However, these plans are not entirely within its control and cannot be assessed as being probable of occurring. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its research and development programs or other operations. If any of these events occur, the Company’s ability to achieve the development and commercialization goals would be adversely affected.

These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

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SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and S-X Article 10 for interim financial statements. Accordingly, they do not contain all information and notes required by US GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2021, the consolidated results of operations, changes in stockholders’ equity for the three and nine-month periods ended September 30, 2021, and 2020 and cash flows for the nine-month periods ended September 30, 2021 and 2020.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Decoy’s annual financial statements for the year ended December 31, 2020, and their accompanying notes included in the Form S-4 filed with the SEC in connection with the Merger. The condensed balance sheet data as of December 31, 2020, included in these unaudited condensed consolidated financial statements was derived from the audited financial statements for the year ended December 31, 2020, but does not include all disclosures required by US GAAP for annual financial statements.

The results for the nine-month period ended September 30, 2021, are not necessarily indicative of the results expected for the year ending December 31, 2021.

Principles of consolidation

The consolidated financial statements include the accounts of Indaptus and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.

Use of estimates

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. The most significant estimates relate to the determination of the fair value of stock-based compensation and the determination of period-end obligations to certain contract research organizations. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.

Loss per share

Loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common stock outstanding during the period. Diluted loss per share is based upon the weighted average number of common stock and of common stock equivalents outstanding when dilutive. Common stock equivalents include outstanding stock options, warrants and pre-funded warrants which are included under the treasury stock method when dilutive.

The following stock options, warrants and pre-funded warrants were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive for the periods presented (share data):

	Weighted average
	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
Outstanding stock options		237,109		206,079		216,461		206,079
Warrants and Pre-funded warrants		3,678,244		-		1,230,589		-

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, and December 31, 2020, cash and cash equivalents consist primarily of checking and money market deposits. The Company’s cash balances exceed those that are federally insured; however, the Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. To date, the Company has not recognized any losses caused by uninsured balances.

Assets held for sale

In connection with the Merger, the Company determined certain equipment held for use by pre-Merger Intec Israel was no longer useful to the Company’s operations and entered into an agreement with an unrelated party to sell the equipment. The Company recognizes assets held for sale at estimated fair value. The fair value of the equipment as of September 30, 2021, was approximately $600,000, net of commissions and disposition costs, based on purchase offers that the unrelated party received from certain buyers in November 2021.

Property and equipment

Property and equipment assets are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company uses an estimated useful life of three years for employee-related computers and other office equipment and five years for furniture. Leasehold improvements are amortized over the shorter of the lease-term or the estimated useful life of the related asset.

Patents

The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expense in the accompanying consolidated statements of operations.

Accrued research and development costs

The Company records the costs associated with research, nonclinical and clinical trials, and manufacturing development as incurred. These costs are a significant component of the Company’s research and development expenses, with a substantial portion of the Company’s on-going research and development activities conducted by third-party service providers, including contract research and manufacturing organizations.

The Company accrues for expenses resulting from obligations under agreements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other outside service providers for which payment flows do not match the periods over which services or materials are provided to the Company. Accruals are recorded based on estimates of services received and efforts expended pursuant to agreements with CROs, CMOs, and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. In the event advance payments are made to a CRO, CMO, or outside service provider, the payments will be recorded as a prepaid asset, which will be amortized or expensed as the contracted services are performed.

Research and development expenses

Research and development costs that do not meet the criteria for capitalization are expensed as incurred. Research and development expenses consist primarily of fees paid to CROs as well as compensation expenses for certain employees involved in the planning, managing, and analyzing the work of the CROs.

General and administrative expenses

General and administrative expenses include compensation, employee benefits, and stock-based compensation for executive management, finance administration and human resources, facility costs (including rent), professional service fees, and other general overhead costs, including depreciation, to support the Company’s operations.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized in the foreseeable future. As of September 30, 2021, and December 31, 2020, the Company has recorded a full valuation allowance against its deferred tax assets.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses.

Stock-based compensation

The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined using the Black-Scholes-Merton (“Black-Scholes”) option pricing model as of the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, on a straight-line basis.

The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company estimates the fair value of options granted by using the Black-Scholes model with the following assumptions:

Expected Volatility—The Company estimated volatility for option grants by evaluating the historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term.

Expected Term—The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The expected term was estimated using the simplified method for employee stock options since the Company does not have adequate historical exercise data to estimate the expected term.

Risk-Free Interest Rate—The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the options’ expected term at the grant date.

Dividend Yield—The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

The Company has elected to recognize forfeitures as they occur.

Fair value measurements

Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and providing disclosures about fair value measurements.

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Accounting Standards Codification (“ASC”) 820 – Fair Value Measurement requires all entities to disclose the fair value of financial instruments, both assets and liabilities, for which it is practicable to estimate fair value, and defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2021 and December 31, 2020, the recorded values of cash and cash equivalents, assets held for sale, prepaid expenses, and accounts payable and other current liabilities approximate their fair values due to the short-term nature of these items.

As of December 31, 2020, the carrying value of outstanding SAFEs approximates the estimated aggregate fair value of the instruments as the valuation cap provided in the SAFEs is a reasonable approximation of the Company’s enterprise value. On August 3, 2021, the SAFEs converted into common stock of the post-Merger entity.

Recently adopted accounting pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2018-13 as of January 1, 2020 with no impact on the financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 31, 2020 and interim periods within that year. The Company adopted ASU 2019-12 on January 1, 2021 with no material impact to its financial statements or related disclosures.

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PREPAID EXPENSES AND OTHER CURRENT ASSETS

9 Months Ended

Sep. 30, 2021

Prepaid Expenses And Other Current Assets

PREPAID EXPENSES AND OTHER CURRENT ASSETS

NOTE 3: PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets are comprised of the following:

	September 30,		December 31,
	2021		2020
Prepaid insurance	$	1,060,054	$	6,972
Prepaid research and development		79,980		83,550
Other prepaid expenses		213,190		3,978
Short term deposits		44,445		-
Total prepaid expenses and other current assets	$	1,397,669	$	94,500

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ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

NOTE 4: ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

Accounts payable and other current liabilities are comprised of the following:

	September 30,		December 31,
	2021		2020
Accounts payable	$	3,340,766	$	155,957
Accrued employee costs		1,772,122		-
Other accrued expenses		355,514		7,025
Accrued research and development		190,218		63,753
Accrued legal fees		121,564		171,630
Deposit		-		200,000
Total accounts payable and other current liabilities	$	5,780,184	$	598,365

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 5: STOCK-BASED COMPENSATION

In 2018, Decoy adopted the Decoy Biosystems, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan, pursuant to which the board of directors may grant nonstatutory stock options to purchase shares of the Company’s common stock to outside directors and consultants and either nonstatutory or incentive stock options to purchase shares of the Company’s common stock to employees.

In June 2021, the Intec Israel shareholders voted to approve the Indaptus 2021 Stock Incentive Plan, a share option plan for grants to employees, officers, consultants, directors and other service providers, (the “2021 Plan”), that became effective upon the closing of the Merger. The 2021 Plan provides for up to 1,864,963 shares of the Company’s common stock. Immediately after the Merger, all Decoy’s outstanding options under the 2018 Plan were converted to 206,079 options under the 2021 Plan. In addition, immediately after the Merger, all Intec Israel’s outstanding options were converted into 57,701 options of Indaptus under the 2021 Plan. Future awards may be made only under the 2021 Plan.

The 2021 Plan provides for the grant of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock units, unrestricted stock awards, stock appreciation rights and other forms of stock-based compensation. The 2021 Plan permits the Company’s board to change the type, terms and conditions of awards as circumstances may change. This flexibility to adjust the type of compensation to be granted is particularly important given current economic and world events.

On August 4, 2021, Indaptus’ board approved a grant of an aggregate of options to purchase 1,049,750 shares of common stock to Indaptus’ directors, executive officers and employees as follows:

	Number of options granted		Exercise price		Vesting period		Expiration
Executive officers and employees		940,000	$	8.87		1-3 years		5-10 years
Directors		109,750	$	8.87		1 year		10 years

A summary of the stock option activity during the nine months ended September 30, 2021, is presented in the table below:

				Weighted average
	Shares			Exercise price		Remaining contractual life		Intrinsic value
Outstanding as of January 1, 2021		206,079		$	2.86		8.2	$	28,003
Granted		1,049,750		$	8.87
Options converted upon Merger		57,701		$	237.10
Forfeited and cancelled		(9,175	)		204.28
Outstanding as of September 30, 2021		1,304,355		$	16.49		9.2	$	1,025,114
Exercisable as of September 30, 2021		238,074		$	41.83		6.9	$	1,007,439
Vested and expected to vest September 30, 2021		1,301,486		$	15.49		9.2	$	1,025,114

The Company recognized stock-based compensation expense of $795,338 and $39,208 during the three months ended September 30, 2021 and 2020, respectively. The Company recognized stock-based compensation expense of $836,456 and $116,872 during the nine months ended September 30, 2021, and 2020, respectively. As of September 30, 2021, total compensation cost not yet recognized related to unvested stock options was approximately $6.6 million, which is expected to be recognized over a weighted-average period of 2.2 years.

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. The weighted average inputs used to measure the value of the options granted in August 2021 are presented in the table below. The weighted average grant date fair value of stock option issued during the three and nine months ended September 30, 2021, was $8.45.

	August 4, 2021
Stock price	$	8.87
Exercise price	$	8.87
Expected term		5.5
Volatility		103.4	%
Risk free rate		0.71	%
Dividend yield		0.00	%

The following table presents the exercise price of outstanding stock options as of September 30, 2021:

Exercise price	Options outstanding
$0.01 - $8.00		206,079
$8.01 - $16.00		1,049,750
$16.00 or higher		48,526
Total		1,304,355

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CAPITALIZATION

9 Months Ended

Sep. 30, 2021

Capitalization

CAPITALIZATION

NOTE 6: CAPITALIZATION

a. In August 2018, Decoy entered into the Series Seed Preferred Stock Purchase Agreement (“Series Seed SPA”), under which 835,928 (“Series Seed Preferred”) shares were purchased in exchange for cash consideration of $6.0 million. The purchase price of Series Seed Preferred shares was $7.20 per share. In connection with the Merger, all outstanding shares of Series Seed Preferred stock were converted into common stock on August 3, 2021, the date of closing of the Merger.

b.	Decoy issued a series of SAFEs with accredited investors between December 2019 and April 2021. The total carrying value of the SAFEs was $1.4 million as of December 31, 2020, and $6.4 million immediately before the Merger. On August 3, 2021, the date of the closing of the Merger, the SAFEs were converted into 766,627 shares of common stock of the Company.
	As of December 31, 2020, the SAFEs were potentially settleable in cash, and accordingly, the Company presented the instruments as liabilities.

c.	Pre-funded Warrants and Warrants:
		(1)	Immediately after the Merger, all Intec Israel’s warrants were converted into 227,150 warrants of Indaptus, for further details see table below.
		(2)	On July 23, 2021, Indaptus entered into a Purchase Agreement with a certain institutional investor, pursuant to which Indaptus agreed to sell and issue, in a Private Placement, Pre-Funded Warrants to purchase 2,727,237 shares of common stock and warrants to purchase 2,727,237 shares of common stock at a purchase price of $10.99 per Pre-Funded Warrant and associated warrant. Each pre-funded warrant was exercisable at an exercise price of $0.01 per share. The Pre-Funded Warrants were exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. Each warrant is exercisable at an exercise price of $11.00 per share and has a term of five and one-half years from the date of issuance. The Company concluded that the Pre-Funded Warrants and warrants are classified as equity, since they meet all criteria for equity classification. The total net proceeds was approximately $27.3 million, after deducting the placement agent’s fees and other offering expenses payable by Indaptus in the amount of approximately $2.7 million. On August 3, 2021, the Private Placement closed and in September 2021, the Pre-Funded Warrant was fully exercised for consideration of $27,273. In addition, in connection with the Private Placement, Indaptus issued to the placement agent a warrant to purchase 136,364 shares of Indaptus’ common stock at an exercise price of $13.75. The fair value of a warrant to purchase one share of Indaptus’ common stock that was issued to the placement agent was $7.16.

The following table summarizes the number of warrants outstanding with exercise price and remaining contractual life for the nine-month period ended September 30, 2021:

			Weighted average
	Shares		Exercise price		Remaining contractual life
Outstanding January 1, 2021		-		-		-
Warrants converted upon Merger		227,150	$	29.8
Warrants issued in the Private Placement		2,863,637	$	11.1
Outstanding and exercisable as of September 30, 2021		3,090,787	$	12.5		5.2

As of September 30, 2021, the Company had 200,000,000 shares of common stock authorized and 8,133,243 shares of common stock issued and outstanding. As of December 31, 2020, Decoy had 3,185,224 shares of common stock authorized and 1,944,672 shares of common stock issued and outstanding.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7: COMMITMENTS AND CONTINGENCIES

Litigation

As of the date of issuance of these consolidated financial statements there were no pending legal proceedings against the Company that are expected to have a material adverse effect on cash flows, financial condition or results of operations. From time to time, the Company could become involved in disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation.

Leases

The Company leases office space under a short-term operating lease agreement that automatically renews for successive three-month periods. Either the Company or the landlord can terminate the lease with 60 days written notice, whereupon the lease agreement termination will be effective the last day of the last three-month extension period. The Company accounts for the lease pursuant to the short-term practical expedient available under ASC 842-20.

The Company recognized rent expense of $6,701 and $9,272 during the three months ended September 30, 2021 and 2020, respectively. The Company recognized rent expense of $19,432 and $20,159 during the nine months ended September 30, 2021 and 2020, respectively.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8: SUBSEQUENT EVENTS

The Company evaluated subsequent events from September 30, 2021, the date of these financial statements, through November 15, 2021, which represents the date the financial statements were issued, for events requiring recognition or disclosure in the financial statements for the period ended September 30, 2021. The Company concluded that no events have occurred that would require recognition or disclosure in the financial statements, except as described below:

a. On October 1, 2021, the Company entered into a two-year lease agreement for approximately 1,975 square feet of office space in San Diego, California. The base rent is $7,999 per month and the lease term commenced November 1, 2021.

b. In October 2021, options to purchase 60,336 shares of common stocks were exercised for consideration of approximately $180,000.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and S-X Article 10 for interim financial statements. Accordingly, they do not contain all information and notes required by US GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2021, the consolidated results of operations, changes in stockholders’ equity for the three and nine-month periods ended September 30, 2021, and 2020 and cash flows for the nine-month periods ended September 30, 2021 and 2020.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in Decoy’s annual financial statements for the year ended December 31, 2020, and their accompanying notes included in the Form S-4 filed with the SEC in connection with the Merger. The condensed balance sheet data as of December 31, 2020, included in these unaudited condensed consolidated financial statements was derived from the audited financial statements for the year ended December 31, 2020, but does not include all disclosures required by US GAAP for annual financial statements.

The results for the nine-month period ended September 30, 2021, are not necessarily indicative of the results expected for the year ending December 31, 2021.

Principles of consolidation

Principles of consolidation

The consolidated financial statements include the accounts of Indaptus and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.

Use of estimates

Use of estimates

The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. The most significant estimates relate to the determination of the fair value of stock-based compensation and the determination of period-end obligations to certain contract research organizations. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates.

Loss per share

Loss per share

Loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common stock outstanding during the period. Diluted loss per share is based upon the weighted average number of common stock and of common stock equivalents outstanding when dilutive. Common stock equivalents include outstanding stock options, warrants and pre-funded warrants which are included under the treasury stock method when dilutive.

The following stock options, warrants and pre-funded warrants were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive for the periods presented (share data):

	Weighted average
	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
Outstanding stock options		237,109		206,079		216,461		206,079
Warrants and Pre-funded warrants		3,678,244		-		1,230,589		-

Cash and cash equivalents

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2021, and December 31, 2020, cash and cash equivalents consist primarily of checking and money market deposits. The Company’s cash balances exceed those that are federally insured; however, the Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. To date, the Company has not recognized any losses caused by uninsured balances.

Assets held for sale

Assets held for sale

In connection with the Merger, the Company determined certain equipment held for use by pre-Merger Intec Israel was no longer useful to the Company’s operations and entered into an agreement with an unrelated party to sell the equipment. The Company recognizes assets held for sale at estimated fair value. The fair value of the equipment as of September 30, 2021, was approximately $600,000, net of commissions and disposition costs, based on purchase offers that the unrelated party received from certain buyers in November 2021.

Property and equipment

Property and equipment

Property and equipment assets are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company uses an estimated useful life of three years for employee-related computers and other office equipment and five years for furniture. Leasehold improvements are amortized over the shorter of the lease-term or the estimated useful life of the related asset.

Patents

Patents

The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expense in the accompanying consolidated statements of operations.

Accrued research and development costs

Accrued research and development costs

The Company records the costs associated with research, nonclinical and clinical trials, and manufacturing development as incurred. These costs are a significant component of the Company’s research and development expenses, with a substantial portion of the Company’s on-going research and development activities conducted by third-party service providers, including contract research and manufacturing organizations.

The Company accrues for expenses resulting from obligations under agreements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other outside service providers for which payment flows do not match the periods over which services or materials are provided to the Company. Accruals are recorded based on estimates of services received and efforts expended pursuant to agreements with CROs, CMOs, and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. In the event advance payments are made to a CRO, CMO, or outside service provider, the payments will be recorded as a prepaid asset, which will be amortized or expensed as the contracted services are performed.

Research and development expenses

Research and development expenses

Research and development costs that do not meet the criteria for capitalization are expensed as incurred. Research and development expenses consist primarily of fees paid to CROs as well as compensation expenses for certain employees involved in the planning, managing, and analyzing the work of the CROs.

General and administrative expenses

General and administrative expenses

General and administrative expenses include compensation, employee benefits, and stock-based compensation for executive management, finance administration and human resources, facility costs (including rent), professional service fees, and other general overhead costs, including depreciation, to support the Company’s operations.

Income taxes

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized in the foreseeable future. As of September 30, 2021, and December 31, 2020, the Company has recorded a full valuation allowance against its deferred tax assets.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses.

Stock-based compensation

Stock-based compensation

The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined using the Black-Scholes-Merton (“Black-Scholes”) option pricing model as of the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, on a straight-line basis.

The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company estimates the fair value of options granted by using the Black-Scholes model with the following assumptions:

Expected Volatility—The Company estimated volatility for option grants by evaluating the historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term.

Expected Term—The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The expected term was estimated using the simplified method for employee stock options since the Company does not have adequate historical exercise data to estimate the expected term.

Risk-Free Interest Rate—The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the options’ expected term at the grant date.

Dividend Yield—The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

The Company has elected to recognize forfeitures as they occur.

Fair value measurements

Fair value measurements

Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and providing disclosures about fair value measurements.

The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace.

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Accounting Standards Codification (“ASC”) 820 – Fair Value Measurement requires all entities to disclose the fair value of financial instruments, both assets and liabilities, for which it is practicable to estimate fair value, and defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of September 30, 2021 and December 31, 2020, the recorded values of cash and cash equivalents, assets held for sale, prepaid expenses, and accounts payable and other current liabilities approximate their fair values due to the short-term nature of these items.

As of December 31, 2020, the carrying value of outstanding SAFEs approximates the estimated aggregate fair value of the instruments as the valuation cap provided in the SAFEs is a reasonable approximation of the Company’s enterprise value. On August 3, 2021, the SAFEs converted into common stock of the post-Merger entity.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Recently adopted accounting pronouncements

Recently adopted accounting pronouncements

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2018-13 as of January 1, 2020 with no impact on the financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 31, 2020 and interim periods within that year. The Company adopted ASU 2019-12 on January 1, 2021 with no material impact to its financial statements or related disclosures.

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GENERAL (Tables)

9 Months Ended

Sep. 30, 2021

General

ESTIMATED FAIR VALUE OF ASSETS ACQUIRED

The following table summarizes the net assets acquired based on their estimated fair values as of August 3, 2021, immediately prior to completion of the Merger:

Cash and cash equivalents	$	16,346,622
Assets held for sale		600,000
Prepaid and other assets		129,791
Accrued liabilities		(8,345,966	)
Acquired net assets	$	8,730,447

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SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

SCHEDULE OF ANTI-DILUTIVE SECURITIES

The following stock options, warrants and pre-funded warrants were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive for the periods presented (share data):

	Weighted average
	Three months ended September 30				Nine months ended September 30
	2021		2020		2021		2020
Outstanding stock options		237,109		206,079		216,461		206,079
Warrants and Pre-funded warrants		3,678,244		-		1,230,589		-

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PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

9 Months Ended

Sep. 30, 2021

Prepaid Expenses And Other Current Assets

SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets are comprised of the following:

	September 30,		December 31,
	2021		2020
Prepaid insurance	$	1,060,054	$	6,972
Prepaid research and development		79,980		83,550
Other prepaid expenses		213,190		3,978
Short term deposits		44,445		-
Total prepaid expenses and other current assets	$	1,397,669	$	94,500

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ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

Accounts payable and other current liabilities are comprised of the following:

	September 30,		December 31,
	2021		2020
Accounts payable	$	3,340,766	$	155,957
Accrued employee costs		1,772,122		-
Other accrued expenses		355,514		7,025
Accrued research and development		190,218		63,753
Accrued legal fees		121,564		171,630
Deposit		-		200,000
Total accounts payable and other current liabilities	$	5,780,184	$	598,365

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

SCHEDULE OF OPTIONS GRANTED TO DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

	Number of options granted		Exercise price		Vesting period		Expiration
Executive officers and employees		940,000	$	8.87		1-3 years		5-10 years
Directors		109,750	$	8.87		1 year		10 years

SCHEDULE OF SHARE BASED-COMPANSATION

A summary of the stock option activity during the nine months ended September 30, 2021, is presented in the table below:

				Weighted average
	Shares			Exercise price		Remaining contractual life		Intrinsic value
Outstanding as of January 1, 2021		206,079		$	2.86		8.2	$	28,003
Granted		1,049,750		$	8.87
Options converted upon Merger		57,701		$	237.10
Forfeited and cancelled		(9,175	)		204.28
Outstanding as of September 30, 2021		1,304,355		$	16.49		9.2	$	1,025,114
Exercisable as of September 30, 2021		238,074		$	41.83		6.9	$	1,007,439
Vested and expected to vest September 30, 2021		1,301,486		$	15.49		9.2	$	1,025,114

SCHEDULE OF WEIGHTED AVERAGE INPUTS USED TO MEASURE VALUE OF OPTIONS GRANTED

	August 4, 2021
Stock price	$	8.87
Exercise price	$	8.87
Expected term		5.5
Volatility		103.4	%
Risk free rate		0.71	%
Dividend yield		0.00	%

SCHEDULE OF EXERCISE PRICE OF OUTSTANDING STOCK OPTIONS

The following table presents the exercise price of outstanding stock options as of September 30, 2021:

Exercise price	Options outstanding
$0.01 - $8.00		206,079
$8.01 - $16.00		1,049,750
$16.00 or higher		48,526
Total		1,304,355

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CAPITALIZATION (Tables)

9 Months Ended

Sep. 30, 2021

Capitalization

SUMMARY OF WARRANTS OUTSTANDING WITH EXERCISE PRICE AND REMAINING CONTRACTUAL LIFE

The following table summarizes the number of warrants outstanding with exercise price and remaining contractual life for the nine-month period ended September 30, 2021:

			Weighted average
	Shares		Exercise price		Remaining contractual life
Outstanding January 1, 2021		-		-		-
Warrants converted upon Merger		227,150	$	29.8
Warrants issued in the Private Placement		2,863,637	$	11.1
Outstanding and exercisable as of September 30, 2021		3,090,787	$	12.5		5.2

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GENERAL - ESTIMATED FAIR VALUE OF ASSETS ACQUIRED (Details)	Aug. 03, 2021 USD ($)
General
Cash and cash equivalents	$ 16,346,622
Assets held for sale	600,000
Prepaid and other assets	129,791
Accrued liabilities	(8,345,966)
Acquired net assets	$ 8,730,447

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GENERAL (Details Narrative) - USD ($)	Aug. 03, 2021	Jul. 26, 2021	Jul. 23, 2021	Sep. 30, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Accumulated deficit				$ (12,454,565)	$ (7,959,501)
Merger Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Exchange Ratio in Merger Share Exchange	2.654353395
Indaptus common stock, par value	$ 0.01
Indaptus Common stock, shares, outstanding immediately prior to the Merger	1,858,743
Decoy's Capitalization Prior to the Merger [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Decoy's Common Stock prior to the merger	732,635
Number of Decoy's Common Stock after giving affect to the conversion of Decoy's preferred shares into Decoy Common Stock	314,928
Number of Decoy's preferred stock prior to the merger	314,928
Number of Decoy's Common Stock after giving affect to the conversion of Decoy's SAFE's into Decoy Common Stock	288,818
Conversion of Decoy's Outstanding Shares of Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Decoy's outstanding shares of common stock before the merger	1,336,381
Number of Indaptus shares of common stock issued in the conversion of Decoy's outstanding shares of common stock in the merger transaction	3,547,227
Conversion of Decoy's Outstanding Options [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Decoy's outstanding options before the merger	77,639
Number of Indaptus stock options issued in the conversion of Decoy's outstanding options in the merger transaction	206,079
Shareholders Equity Post Reverse Share Split [Member]
Subsidiary, Sale of Stock [Line Items]
Intec Israel, Reverse Share Split Conversion Ratio		1-for-4
Market Capitalization amount	$ 17,900,000
Estimated fair value of net assets of Indaptus	8,700,000
Private Placement [Member] | Purchase Agreements [Member] | Indaptus [Member]
Subsidiary, Sale of Stock [Line Items]
Total net proceeds from issuance of pre-funded warrants and warrants to purchase Indaptus common stock			$ 27,300,000
Issuance expenses			$ 2,700,000
Number of warrants issued to the placement agent			136,364
Exercise price of warrant issued to the placement agent			$ 13.75
Gross cash proceeds from private placement	$ 30,000,000.0

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SIGNIFICANT ACCOUNTING POLICIES - SCHEDULE OF ANTI-DILUTIVE SECURITIES (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	237,109	206,079	216,461	206,079
Warrant And Prefunded Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,678,244		1,230,589

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SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
SignificantAccountingPoliciesLineItems [Line Items]
Assets held for sale	$ 600,000
Property, Plant and Equipment [Member] | Computers And Other Office Equipment [Member]
SignificantAccountingPoliciesLineItems [Line Items]
Estimated useful life	3 years
Property, Plant and Equipment [Member] | Furniture [Member]
SignificantAccountingPoliciesLineItems [Line Items]
Estimated useful life	5 years

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SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Prepaid Expenses And Other Current Assets
Prepaid insurance	$ 1,060,054	$ 6,972
Prepaid research and development	79,980	83,550
Other prepaid expenses	213,190	3,978
Short term deposits	44,445
Total prepaid expenses and other current assets	$ 1,397,669	$ 94,500

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SCHEDULE OF ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable	$ 3,340,766	$ 155,957
Accrued employee costs	1,772,122
Other accrued expenses	355,514	7,025
Accrued research and development	190,218	63,753
Accrued legal fees	121,564	171,630
Deposit		200,000
Total accounts payable and other current liabilities	$ 5,780,184	$ 598,365

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SCHEDULE OF OPTIONS GRANTED TO DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES (Details) - $ / shares		9 Months Ended
	Aug. 04, 2021	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted	1,049,750	1,049,750
Executive Officers and Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		940,000
Exercise price		$ 8.87
Executive Officers and Employees [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year
Expiration		5 years
Executive Officers and Employees [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Expiration		10 years
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted		109,750
Exercise price		$ 8.87
Vesting period		1 year
Expiration		10 years

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SCHEDULE OF SHARE BASED-COMPANSATION (Details) - USD ($)		9 Months Ended
	Aug. 04, 2021	Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
Outstanding at beginning of the period		206,079
Outstanding at beginning of the period, Exercise price		$ 2.86
Outstanding at beginning of the period, Weighted average remaining contractual life		8 years 2 months 12 days
Outstanding at beginning of the period, Intrinsic value		$ 28,003
Granted	1,049,750	1,049,750
Granted, exercise price		$ 8.87
Options converted upon merger		57,701
Options converted upon merger, Exercise price		$ 237.10
Forfeited and cancelled		(9,175)
Forfeited and cancelled, exercise price		$ 204.28
Outstanding at end of period		1,304,355
Outstanding at end of period, Exercise price		$ 16.49
Outstanding at end of period, Weighted average remaining contractual life		9 years 2 months 12 days
Outstanding at end of period, intrinsic value		$ 1,025,114
Exercisable at end of period		238,074
Exercisable at end of period, Exercise price		$ 41.83
Exercisable at end of period, Weighted average remaining contractual life		6 years 10 months 24 days
Exercisable at end of period, intrinsic value		$ 1,007,439
Vested and expected to vest		1,301,486
Vested and expected to vest, Exercise price		$ 15.49
Vested and expected to vest, Weighted average remaining contractual life		9 years 2 months 12 days
Vested and expected to vest, intrinsic value		$ 1,025,114

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SCHEDULE OF WEIGHTED AVERAGE INPUTS USED TO MEASURE VALUE OF OPTIONS GRANTED (Details)	Aug. 04, 2021 $ / shares
Share-based Payment Arrangement [Abstract]
Stock Price	$ 8.87
Exercise price	$ 8.87
Expected term	5 years 6 months
Volatility rate	103.40%
Risk-free rate	0.71%
Dividend yield	0.00%

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SCHEDULE OF EXERCISE PRICE OF OUTSTANDING STOCK OPTIONS (Details)	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding options, number of outstanding options at the end of period | shares	1,304,355
Exercise Price Range One [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding options, number of outstanding options at the end of period | shares	206,079
Exercise price range lower range limit	$ 0.01
Exercise price range upper range limit	$ 8.00
Exercise Price Range Two [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding options, number of outstanding options at the end of period | shares	1,049,750
Exercise price range lower range limit	$ 8.01
Exercise price range upper range limit	$ 16.00
Exercise Price Range Three [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding options, number of outstanding options at the end of period | shares	48,526
Exercise price range lower range limit	$ 16.00

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STOCK-BASED COMPENSATION (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 04, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted	1,049,750			1,049,750
Share-based Payment Arrangement, Expense		$ 795,338	$ 39,208	$ 836,456	$ 116,872
Compensation cost not yet recognized related to unvested stock options		$ 6,600,000		$ 6,600,000
Weighted-average period over which unrecognized compensation expense is expected to be recognized				2 years 2 months 12 days
Weighted average grant date fair value of options granted		$ 8.45		$ 8.45
2021 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant						1,864,963
Conversion of Decoy's outstanding options to Indaptus' options under 2021 Plan	206,079
Conversion of Intec Israel's outstanding options to Indaptus' options under 2021 Plan	57,701

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SUMMARY OF WARRANTS OUTSTANDING WITH EXERCISE PRICE AND REMAINING CONTRACTUAL LIFE (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Beginning balance, Warrant Outstanding | shares
Weighted Average Exercise Price | $ / shares
Warrants converted upon Merger | shares	227,150
Warrants converted upon Merger, Exercise price | $ / shares	$ 29.8
Warrants issued in the Private Placement | shares	2,863,637
Warrants issued in the Private Placement, Exercise price | $ / shares	$ 11.1
Ending balance, Warrant Outstanding | shares	3,090,787
Weighted Average Exercise Price | $ / shares	$ 12.5
Weighted average, Remaining contractual life	5 years 2 months 12 days

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CAPITALIZATION (Details Narrative) - USD ($)			1 Months Ended
	Aug. 03, 2021	Jul. 23, 2021	Sep. 30, 2021	Aug. 31, 2018	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares Authorized			200,000,000		3,185,224
Common Stock, Shares, Outstanding			8,133,243		1,944,672
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of pre-funded warrants issued		2,727,237
Number of warrants issued		2,727,237
Purchase price		$ 10.99
Pre-funded warrant, exercise price		0.01
Warrants, exercise price		$ 11.00
Total net proceeds from issuance of pre-funded warrants and warrants to purchase Indaptus common stock		$ 27,300,000
Issuance expenses		$ 2,700,000
Proceeds from exercise of pre-funded warrants			$ 27,273
Warrants issued to the placement agent		136,364
Exercise price of warrant issued to the placement agent		$ 13.75
Fair value of a warrant that was issued to the placement agent		$ 7.16
Conversion Of Intec Israels Warrants To Indaptus Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants converted upon Merger	227,150
Series Seed Preferred Stock Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Series seed preferred shares purchased				835,928
Series seed preferred shares purchased amount				$ 6,000,000.0
Purchase price				$ 7.20
Simple Agreements For Future Equity [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Carrying Value of Shares Issued	$ 6,400,000				$ 1,400,000
Stock Issued During Period, Shares, Conversion of Convertible Securities	766,627

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Rental expense	$ 6,701	$ 9,272	$ 19,432	$ 20,159

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	1 Months Ended
	Oct. 31, 2021 USD ($) shares	Oct. 01, 2021 USD ($) ft²
Exercise of Options [Member]
Subsequent Event [Line Items]
Number of options exercised | shares	60,336
Proceeds from exercise of options	$ 180,000
Lease Agreement [Member]
Subsequent Event [Line Items]
Lease term		2 years
Area of Land | ft²		1,975
Lessee operating lease not yet commenced base rent		$ 7,999